Exhibit 10.15
**REVOLVING CREDIT AGREEMENT**
by and between
**GOVERNMENT PROPERTIES TRUST, INC.,**
**a Maryland Corporation,**
**and**
**FIRST NATIONAL BANK OF OMAHA,**
**a national banking association**
**April 28, 2004**
 

 

**TABLE OF CONTENTS**             **Section 1:** **Definitions & Terms**  1 **Section 2:** **Revolving Facility**  6   2.1    Advances  6   2.2    Interest and Principal Payments  7   2.3    Default Rate  9   2.4    Late Fee  9   2.5    Interest Calculations  9   2.6    Maximum Rate; Usury  10   2.7    Order of Application  10   2.8    Offset  11   2.9    Taxes  11 **Section 3:** **Borrowing Procedure**  12   3.1    Deposit Advances  12   3.2    Conditions Precedent to Deposit Advances  12   3.3    Acquisition Advances  13   3.4    Conditions Precedent to Acquisition Advances  17   3.5    Expenses  18 **Section 4:** **Fees**  19   4.1    Treatment of Fees  19   4.2    Origination Fee  19   4.3    Advance Fees  19   4.4    Payment of Fees  19 **Section 5:** **Conditions Precedent**  20   5.1    Conditions Precedent to Closing  20   5.2    Conditions Precedent to All Advances  20 **Section 6:** **Representations and Warranties**  21   6.1    Purpose of Credit Facility  21   6.2    Status as REIT  22   6.3    Existence, Good Standing, Authority and Authorizations  22   6.4    Authorization and Contravention  23   6.5    Binding Effect  23   6.6    Financial Statements  23   6.7    Litigation, Claims, Investigations  24   6.8    Taxes  24   6.9    ERISA Compliance  24   6.10    Properties; Liens  24   6.11    No Default  25 **Section 7:** **Covenants**  25   7.1    Use of Proceeds  25   7.2    Books and Records  25   7.3    Items to be Provided  25 
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               7.4    Inspections  27   7.5    Taxes  27   7.6    Material Obligations  27   7.7    Maintenance of Existence, Assets and Business  27   7.8    Insurance  28   7.9    Investments  28   7.10    Compliance with Laws and Documents  28   7.11    Assignment  28   7.12    Permitted Distributions  28   7.13    Mergers and Dissolutions  29   7.14    Financial Covenants  29 **Section 8:** **Default**  29   8.1    Payment of Obligation  29   8.2    Covenants  29   8.3    Debtor Relief  30   8.4    Misrepresentation  30   8.5    Suits  30   8.6    Default Under Other Agreements  31   8.7    Employee Benefit Plans  31 **Section 9:** **Remedies Upon Default**  31   9.1    Extensions of Credit  31   9.2    Acceleration  31   9.3    Performance by Lender  32   9.4    Course of Dealing  32   9.5    Cumulative Rights  33   9.6    Application of Proceeds  33   9.7    Certain Proceedings  33   9.8    Expenditures by Lender  33 **Section 10:** **Miscellaneous**  34   10.1    Headings  34   10.2    Modifications, Consents and Waivers  34   10.3    Entire Agreement  35   10.4    Addresses for Notices  35   10.5    Binding Effect and Assignment  36   10.6    Governing Law  36   10.7    Number and Gender; Additional References  37   10.8    Waiver of Notices  38   10.9    Indemnification  38   10.10    Partial Invalidity  39   10.11    Counterparts  39   10.12    Participant  39 
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**REVOLVING CREDIT AGREEMENT**
     This revolving credit agreement (“Agreement”) is made and entered into asof the 28th day of April, 2004 by and between Government Properties Trust,Inc., a corporation duly organized and existing under and by virtue of the lawsof the State of Maryland (“Borrower”), having its principal place of businessat 10250 Regency Circle, Suite 100, Omaha, Nebraska 68114-3754, and FIRSTNATIONAL BANK OF OMAHA, a national banking association (“Lender”), whoseaddress is 1620 Dodge Street, Stop 4300, Omaha, Nebraska 68197-4300, ATTN:Mortgage Loan Department, witnesseth:
**SECTION 1. DEFINITIONS AND TERMS**
     As used in this Agreement, the following terms shall have the meanings setout respectively after each:
  ACQUISITION ADVANCE — A loan of funds made by Lender to Borrower or aSubsidiary pursuant to this Agreement for the purpose of facilitating thepurchase of a Property by Borrower.   ADVANCE — An Acquisition Advance or a Deposit Advance.   AGGREGATE MINIMUM DEBT SERVICE COVERAGE RATIO — The quotient of afraction, the numerator of which fraction is the annual net operatingincome derived from all Properties and the denominator of which fractionis the actual annual debt service for all such Properties. For purposesof this definition, the annual net operating income shall consist of allrental income payable pursuant to the Property Lease(s) relating to aProperty, as determined on an annual basis, less those operating expensesrequired to be paid by the lessor pursuant to such Property Lease(s) forthe same annual term (without deduction for depreciation andamortization).   ASSIGNMENT OF RENTS AND LEASES — An Assignment of Rents and Leases fromBorrower or a Subsidiary to Lender, substantively similar to Exhibit “A”attached hereto and by this reference incorporated herein.   BORROWING DATE — The date established by a Request for Advance as theclosing date for an Advance.   BUSINESS DAY — Any day other than a Saturday, Sunday, or any other day onwhich banking institutions are required or authorized by law to be closedin Nebraska.   CAPITAL LEASE — Any capital lease or sublease that should be capitalizedon a balance sheet in accordance with GAAP.
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  CODE — The Internal Revenue Code, as amended, together with rules andregulations promulgated thereunder.
  COLLATERAL — (i) A parcel of real property acquired by Borrower or aSubsidiary with an Acquisition Advance, including any and all items ofgoods, inventory, equipment, furniture, fixtures, contract rights,general intangibles, and books and records relating to each such parcelof real property; (ii) An account (“FNCM Account”) established byBorrower with First National Capital Markets, Inc. (“FNCM”) to securerepayment of Deposit Advances; (iii) All products and proceeds of anyitem described in subsections (i) and (ii) of this definition.   CONSOLIDATED COMPANIES — At any date of determination thereof, Borrowerand all of its Subsidiaries.   CONSOLIDATED NET WORTH — For any period, the consolidated stockholders’equity in Borrower and its Subsidiaries, as determined in accordance withGAAP.   CONTROL AGREEMENT — A Control Agreement by and among Borrower, Lender andFNCM regarding the FNCM Account, securing repayment of a Deposit Advance,substantively similar to Exhibit “B” attached hereto and by thisreference incorporated herein.   DEBT — Without duplication, for any Consolidated Company, the sum of eachof the following: (a) all liabilities, obligations, and indebtedness ofsuch Person that in accordance with GAAP should be classified upon suchConsolidated Company’s balance sheet as liabilities in respect of (i)money borrowed, including, without limitation, all Advances (ii)obligations of such Consolidated Company under Capital Leases, and (iii)obligations of such Consolidated Company issued or assumed as thedeferred purchase price for any Property, and all conditional saleobligations; (b) all obligations of the type referred to in the precedingclauses (a) (i) through (a) (iii) of other Persons, provided that aConsolidated Company is responsible for payment or liable as an obligor,guarantor, or otherwise; (c) all obligations of the type referred to inthe preceding clauses (a) (i) through (a) (iii) and (b) of other Personssecured by any lien on any Property or asset of a Consolidated Company,the amount of such obligation being deemed to be the lesser of the valueof such Property or assets or the amount of the obligation so secured;and (d) the face amount of all letters of credit issued for the accountof a Consolidated Company, and without duplication, all drafts drawn andunpaid thereunder.   DEBTOR RELIEF LAWS — The Bankruptcy Code of the United States of Americaand all other applicable liquidation, conservatorship, bankruptcy,moratorium, rearrangement, receivership, insolvency, reorganization,fraudulent transfer or conveyance, suspension of payments or similar Lawsfrom time to time affecting the rights and remedies of Creditors.   DEFAULT RATE — The interest rate permitted to be assessed by Lenderpursuant to any Note upon the occurrence of an Event of Default.   DEPOSIT ADVANCE — A loan of funds by Lender to Borrower or a Subsidiaryto be utilized by Borrower or such Subsidiary as an Earnest Deposit orPermanent Mortgage Deposit.
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  EARNEST DEPOSIT — Funds delivered by Borrower or a Subsidiary inconjunction with the execution of a purchase agreement to acquire aProperty, provided, that such purchase agreement shall provide that saidfunds shall constitute payment of a portion of the purchase price forsuch Property in the event that such purchase is consummated.   ERISA — The Employment Retirement Income Security Act of 1974, asamended, and any regulations and rulings promulgated thereunder.   EVENT OF DEFAULT — Any of the events described in Section 8 hereof.   ENVIRONMENTAL INDEMNITY AGREEMENT — An Environmental Indemnity Agreementfrom Borrower or a Subsidiary to Lender, substantively similar to Exhibit“C” attached hereto and by this reference incorporated herein.   FACILITY — The credit facility described in and subject to thelimitations of this Agreement.   FINANCIAL STATEMENTS — Balance sheets, statements of operations,statements of shareholders’ investments, and statements of cash flowsprepared in accordance with GAAP, which statements of operations andstatements of cash flows shall be in comparative form to thecorresponding period of the preceding fiscal year, and which balancesheets and statements of shareholders’ investments shall be incomparative form to the prior fiscal year-end figures.   GAAP — Generally accepted accounting principles.   GUARANTY — In the instance in which a Debt is incurred by a Subsidiarypursuant to this Agreement, an agreement whereby Borrower guaranteespayment and performance of each and every duty and obligation imposedupon such Subsidiary by each and every Loan Document executed by suchSubsidiary relative to such Debt. Such Guaranty shall be substantivelysimilar to Exhibit “D” attached hereto and by this reference incorporatedherein.   LAWS — All applicable statutes, laws, treaties, ordinances, rules,regulations, orders, writs, injunctions, decrees, judgments, opinions, orinterpretations of any governmental authority.   LIEN — Any lien, mortgage, security interest, pledge, assignment, charge,title retention agreement, or encumbrance of any kind, and any otherarrangement with any creditor to have its claim satisfied out of anyproperty or assets, or the proceeds therefrom, prior to the generalcreditors of the owner thereof.   LOAN DOCUMENTS — Any and all documents executed by Borrower or aSubsidiary in connection with the making of an Advance by Lender toBorrower or a Subsidiary pursuant to this Agreement.   MATERIAL ADVERSE EVENT — Any circumstance or event which, individually orcollectively, could reasonably be expected to result in any (a) materialimpairment of the ability of Borrower or any Subsidiary to perform any ofits payment or other material obligations under any Loan Document or theability of Lender to enforce any such obligations or any of its rightsand remedies under the Loan Documents, or (b) material and adverse effecton the business, properties, condition or results of operations of
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  Borrower or any Subsidiary. The phrase “could be a Material AdverseEvent” (or any similar phrase herein) means that there is a materialprobability of such Material Adverse Event occurring, and the phrase“could not be a Material Adverse Event” (or any similar phrase herein)means that there is a not a material probability of such Material AdverseEvent occurring.   MINIMUM DEBT SERVICE COVERAGE RATIO (ACQUISITION ADVANCE)  — The quotientof a fraction, the numerator of which fraction is the annual netoperating income and the denominator of which fraction is the actualannual debt service, premised upon an interest rate that is the greaterof (i) the Prime Rate or (ii) 175 basis points above the then prevailingrate on securities issued by the United States of America, the term ofwhich securities shall be ten (10) years from the date on which the DebtService Coverage Ratio is determined. For purposes of calculating theDebt Service Coverage Ratio, the annual debt service shall be premisedupon the lesser of (i) a 25-year amortization or (ii) the length of timedetermined by Lender, in its reasonable business judgment, afterreviewing the terms of the Property Lease relating to the Property forwhich the Debt Service Coverage Ratio is being calculated. For purposesof this definition, the annual net operating income shall consist of allrental income payable pursuant to the Property Lease relating to aProperty, as determined on an annual basis, less those operating expensesrequired to be paid by the lessor pursuant to such Property Lease for thesame annual term.   MINIMUM TANGIBLE NET WORTH — For purposes of this Agreement, thedefinition of Minimum Tangible Net Worth shall include subordinated debt.Minimum Tangible Net Worth means, at any time, stockholders’ equity (thepar value of outstanding capital stock, plus capital surplus, plusretained earnings), less the sum of:
 a. Any surplus resulting from any write up of assetssubsequent to December 31, 2003;  b. Goodwill, including any amounts, however designated onthe consolidated Financial Statements of the ConsolidatedCompanies, representing the excess of the purchase price paid forassets or stock acquired over the value assigned thereto on thebooks of any Consolidated Company;  c. Any amount reflecting value of patents, trademarks,trade names and copyrights;  d. Any amount at which shares of capital stock of anyConsolidated Company appear as an asset on the consolidatedFinancial Statements;  e. Loans and advances to stockholders, directors, officersor employees of any Consolidated Company;  f. Deferred expenses; and  g. any other amount in respect of an intangible thatshould be classified as an asset on a balance sheet of anyConsolidated Company in accordance with GAAP.
  NOTE — A Promissory Note from Borrower or a Subsidiary to Lender,evidencing an Advance, substantively similar to Exhibit “E” attachedhereto.
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  OBLIGATION — All present and future indebtedness, liabilities, andobligations, and all renewals and extensions thereof, or any partthereof, now or hereafter owing to Lender by Borrower or any Subsidiaryarising from, by virtue of, or pursuant to this Agreement or any LoanDocument, together with all interest accruing thereon, fees, costs, andexpenses (including, without limitation, all reasonable attorneys’ feesand expenses incurred in the enforcement or collection thereof) payablepursuant to this Agreement or any Loan Document.
  PARTICIPANT — A Person as defined in Section 10.12 hereof.   PERMANENT MORTGAGE DEPOSIT — Funds delivered by Borrower or a Subsidiaryin conjunction with the submission of an application, good faith deposit,interest rate lock deposit, forward commitment deposit, closing expensedeposit, or other similar deposit relating to permanent mortgagefinancing for a Property.   PERMITTED INVESTMENTS — Certificates of deposit at Lender, and/or debtinstruments backed by the United States Government (such as treasurybills or agency bonds).   PERSON — Corporations, general partnerships, limited partnerships,limited liability companies, limited liability partnerships, naturalpersons, joint ventures, associations, or other organizations, whether ornot legal entities.   PLAN — All pension, savings, retirement, health, insurance, severance andother employee benefit or fringe benefit plans, programs, arrangements oragreements (including “employee benefit plans” as defined by ERISA)maintained or sponsored by Borrower or any Subsidiary or with respect towhich Borrower or any Subsidiary has any responsibility, obligation orliability, contingent or otherwise.   POTENTIAL DEFAULT — The occurrence of any event or existence of anycircumstance that, with the giving of notice or lapse of time, or both,would constitute an Event of Default.   PRIME RATE —  That rate of interest quoted in the Money Rates column of*The Wall Street Journal*as the “Prime Rate.” In the event that *The WallStreet Journal*abolishes or abandons the practice of publishing the“Prime Rate,” then the “Prime Rate” used shall be that interest rate orgeneral reference rate that Lender, in its reasonable judgment,determines most effectively approximates the “Prime Rate”, as previouslyquoted in *The Wall Street Journal*.   PROPERTY — A parcel of real property acquired by Borrower or anySubsidiary, provided, that Lender provided or is providing an Advancewith respect to such parcel of real property.   PROPERTY LEASE — A lease relating to a Property, wherein Borrower or aSubsidiary is the lessor.   REQUEST FOR ADVANCE — A written request that Lender grant an Advance toBorrower or a Subsidiary, substantively similar to Exhibit “F” (2Versions) attached hereto and by this reference made a part hereof.
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  SECURITY AGREEMENTS — A security agreement of Borrower or aSubsidiary,securing repayment of an Advance, substantively similar toExhibit “G” attached hereto and by this reference made a part hereof.   SECURITY INSTRUMENT — A deed of trust, security agreement and assignmentof rents, mortgage, or similar document, substantively similar to Exhibit“H” attached hereto and by this reference incorporated herein pursuant towhich Lender is granted a lien upon a parcel of Property.   SOLVENT — As to any Person, that (a) the aggregate fair market value ofsuch Person’s, assets exceeds its liabilities (whether such liabilitiesare contingent, subordinated, unmatured, unliquidated, or otherwise), (b)such Person has sufficient cash flow to enable it to pay its Debts asthey mature, and (c) such Person has sufficient capital to conduct suchPerson’s business.   SUBSIDIARY — With respect to Borrower, an entity of which an aggregate ofmore than 50% (in number of votes) of the stock (or equivalent interests)is owned of record or beneficially, directly or directly, by Borrower.   TAXES — For any person, taxes, assessments, or other governmental chargesor levies imposed upon such Person, its income, or any its properties,franchises or assets.   TERMINATION DATE — Three Hundred Sixty-Four (364) days from and after thedate of execution of this Agreement.   TOTAL LIABILITIES TO TANGIBLE NET WORTH — The quotient of a fraction, thenumerator of which fraction is the total of all Debt of Borrower and itsSubsidiaries, and the denominator of which fraction is Consolidated NetWorth.   TYPE — An Acquisition Advance or a Deposit Advance.
**SECTION 2. REVOLVING FACILITY**
     **2.1 ADVANCES**.
     Lender agrees that it will, subject to the terms and provisions of thisAgreement, make Advances to Borrower and its Subsidiaries from time to timeduring the term commencing on the date hereof to and including the Business Dayimmediately preceding the Termination Date in an aggregate principal amount notexceeding the sum of $50,000,000.00, provided, that the aggregate indebtednessdue and owing pursuant to all of the Advances and all of the Notes evidencingsuch Advances shall not, at any time during the term of this Agreement, exceedthe sum of $50,000,000.00. Borrower and its Subsidiaries may, subject to thelimitations set forth above, borrow, repay and reborrow under this Facility.
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     Each Advance made by the Lender to Borrower or a Subsidiary shall befurther evidenced by a Note executed by Borrower or the respective Subsidiarycontemporaneously with each Advance, payable to the order of the Lender, in theprincipal amount of the Advance it evidences. Each Note shall be dated as ofthe date of the Advance it evidences.
     Records maintained by Lender shall be conclusive evidence, absent manifesterror, of the amount of the Advances made by Lender to Borrower and eachSubsidiary, and the interest and principal payments thereon. Any failure to sorecord, or any error in recordation, shall not, however, limit or otherwiseaffect the obligation of Borrower or the respective Subsidiary under the LoanDocuments to pay any amount owing pursuant to the respective Obligation.
     All payments of principal, interest, and other amounts required to be paidby Borrower or a Subsidiary pursuant to this Facility shall be paid to Lenderat its principal office in Omaha, Nebraska in funds which are or will beavailable for immediate use by Lender by 12:00 Noon, Omaha, Nebraska time onthe date on which the same are due, without setoff, deduction, or counterclaim.If any payment required to be paid pursuant to this Facility shall be due on aday that is not a Business Day, such payment may be made on the next succeedingBusiness Day, and such extension of time shall be included in the computationof interest and fees, as applicable. Payments made after 12:00 Noon, Omaha,Nebraska time shall be deemed made on the next Business Day.
     **2.2 INTEREST AND PRINCIPAL PAYMENTS.**
     Except as otherwise provided herein, interest on all Advances shall accrueat the Prime Rate, provided, that said interest rate shall not, in any event,be reduced to an interest rate that is less than 4.0% per annum. The interestrate shall be adjusted daily.
     Interest accrued on each Advance shall be paid to Lender in arrears on thefirst Business Day of the month immediately succeeding the month during whichany Advance is made by Lender and on the first day of each and every monththereafter until such Advance is paid in full.
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     Deposit Advances shall be paid in full on the date of closing of theacquisition of the respective Property or on the date of closing of permanentfinancing for a Property, as applicable.
     With respect to Notes evidencing Deposit Advances that are not paid infull prior to the Termination Date, in the event that Borrower has not replacedthis Facility with a facility provided by a different lender, or in the eventthat Lender has not renewed this Facility, Lender will extend the term of theNote evidencing such Deposit Advance for an additional term, provided, thatsuch additional term shall, in any and all events, mature not later than six(6) months subsequent the Termination Date.
     Acquisition Advances shall be paid in full upon the earlier to occur of(i) closing of the permanent financing for the respective Property, or (ii) six(6) months from the date on which such Acquisition Advance is made by Lender,provided, in the event that said 6-month term expires subsequent to theTermination Date , the maturity date of such Note shall be that date which issix (6) months subsequent to the date of execution of such Note.
     With respect to Notes evidencing Acquisition Advances that maturesubsequent to the Termination Date, in the event that Borrower has not replacedthis Facility with a facility provided by a different lender, or in the eventthat Lender has not renewed this Facility, Lender will extend the term of theNote evidencing such Acquisition Advance for an additional term not exceeding364 calendar days from the initial maturity date for such Acquisition Advance(i) at an interest rate not exceeding one percent (1.0%) greater than the PrimeRate, (ii) for a term not exceeding 364 calendar days from the initial maturitydate of the Note executed in conjunction with such Acquisition Advance, and(iii) requiring payment of principal and interest installments amortized over aterm equal to the remaining term of the Property Lease pertaining to theProperty with respect to which such Acquisition Advance was granted, provided,in the event that such Property Lease includes a provision that permitstermination of such Property Lease on a date (“Early Termination Date”) thatprecedes the scheduled maturity date of such Property Lease,
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such amortization term shall be reduced to a date that is coterminous withthe Early Termination Date.
     Borrower or a Subsidiary may prepay all or any part of any Advance at anytime upon ten (10) Business Days’ prior written notice to Lender. Each suchnotice shall specify the prepayment date and the Advance being prepaid.
     **2.3 DEFAULT RATE.**
     In the event that any installment is not paid within ten (10) days fromthe date on which the same is due and payable, interest shall accrue on theprincipal amount of the Note evidencing the respective Advance from the date onwhich such installment was due and payable at a rate of interest that is fourpercent (4.0%) greater than the Prime Rate (“Default Rate”) until paid.
     **2.4 LATE FEE.**
     In the event that any installment is not paid within ten (10) days fromthe date on which such installment is due and payable pursuant to therespective Note, Lender may, at its option, assess a late fee in an amountequal to five percent (5.0%) of the amount of such installment. Such late feeshall be paid contemporaneously with the payment of the accrued installment,and in the event that such late fee is not paid contemporaneously with paymentof the accrued installment, interest shall accrue on the late fee at theDefault Rate.
     Imposition of a late fee shall not preclude Lender from assessing interestat the Default Rate as set forth in Section 2.3 hereof.
     **2.5 INTEREST CALCULATIONS.**
     All payments of interest shall be calculated on the basis of the actualnumber of days elapsed (including the first day but excluding the last day)computed on the basis of a calendar year consisting of 360 days. All interestrate determinations and calculations by Lender shall be conclusive and bindingabsent manifest error.
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     **2.6 MAXIMUM RATE; USURY.**
     All agreements between Lender and Borrower, whether now existing orhereafter arising and whether written or oral, are expressly limited so thatin no contingency or event whatsoever, whether by reason of advancement of theproceeds hereof, acceleration of maturity of the unpaid principal balancehereof, or otherwise, shall the amount paid or agreed to be paid to Lender forthe use, forbearance or detention of the money to be advanced hereunder exceedthe highest lawful rate permissible under applicable usury laws. If, from anycircumstance whatsoever, fulfillment of any provision hereof, or in theSecurity Instrument securing any Note, or any other agreement referred toherein, at the time performance of such provision shall be due, shall involvetranscending the limit of validity prescribed by law which a court of competentjurisdiction may deem applicable hereto, then, *ipso facto*, the obligation to befulfilled shall be reduced to the limit of such validity, and if from anycircumstance the holder hereof shall ever receive as interest an amount whichwould exceed the highest lawful rate, such amount that would be excessiveinterest shall be applied to the reduction of the unpaid principal balance duehereunder and not to the payment of interest, or if such excessive amountexceeds the unpaid principal balance, such excess shall be refunded toBorrower. All interest paid, or agreed to be paid to Lender, to the extentpermitted by applicable law, shall be amortized, prorated, allocated and spreadthroughout the full period until payment in full of principal and interest ofthis Facility, including any period of extension or renewal, so that theinterest for such full period shall not exceed the maximum amount permitted byapplicable Law. This provision shall control every other provision of allagreements between Lender and Borrower.
     **2.7ORDER OF APPLICATION.**
     Payments and prepayments of any Note shall be applied in the following order:
     (i) to the payment of all fees and reasonable expenses for whichLender has not been paid or reimbursed as required by the Loan Documents;
     (ii) accrued and unpaid late charges;
     (iii) accrued and unpaid interest calculated at the Default Rate;
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     (iv) accrued and unpaid interest calculated at Prime Rate; and
     (v) to the payment of the principal indebtedness due and owingpursuant to any Note in such order as Lender may elect.
     **2.8 OFFSET.**
     Upon the occurrence and during the continuance of an Event of Default,Lender shall be entitled to exercise its right of offset against (i) each andevery account and other property, or any interest therein, that Borrower maynow or hereafter have with, or that is now or hereafter in the possession of,Lender, and (ii) the FNCM Account, to the extent of the full amount of allAdvances owed to Lender.
     **2.9 TAXES.**
     Any and all payments by Borrower or any Subsidiary to or for the accountof Lender hereunder or under any other Loan Document shall be free and clear ofand without deduction for any and all present or future Taxes or fees,excluding Taxes imposed on income payable to Lender. If Borrower or anySubsidiary shall be required by Law to deduct any Taxes from or in respect ofany sum payable under this Facility, (i) the sum payable by Borrower or suchSubsidiary shall be increased as necessary so that after making all requireddeductions, Lender receives an amount equal to the sum that it would havereceived had no such deductions been made, (ii) Borrower or the respectiveSubsidiary shall make such deductions, (iii) Borrower or such Subsidiary shallpay the full amount deducted to the relevant taxation authority or otherauthority in accordance with applicable Law, and (iv) Borrower or suchSubsidiary shall furnish to Lender the original or a certified copy of areceipt evidencing payment thereof.
     Borrower agrees to indemnify Lender for the full amount of any Taxes thatshould have been withheld by Borrower or any Subsidiary and any other Taxespaid by Lender and any liability (including penalties, interest, and expensesother than those incurred as a result of the gross negligence or willfulconduct of Lender) arising therefrom or with respect thereto.
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     The agreements and obligations of Borrower contained in this Section 2.9shall survive the termination of this Facility and the payment in full of allObligations hereunder.
**SECTION 3. BORROWING PROCEDURE.**
     The following procedures apply to Advances made by Lender pursuant to this Facility:
     **3.1 DEPOSIT ADVANCES**
     Each Deposit Advance shall be made by Lender upon receipt of a Request forAdvance, which Request for Advance (i) shall be binding on Borrower, (ii) shallspecify the Borrowing Date, amount, Type, and designate whether such DepositAdvance is an Earnest Deposit or a Permanent Mortgage Deposit, and (iii) mustbe received by Lender not later than 10:00 A.M., Omaha, Nebraska time on thethird Business Day preceding the Borrowing Date for such Deposit Advance.
     Each Deposit Advance shall be secured by a duly perfected first prioritysecurity interest in the FNCM Account, and Borrower shall execute and deliverto Lender, contemporaneously with the submission of the Request for Advance, aControl Agreement granting to Lender a security interest in the FNCM Account inan amount equal to the amount designated in the Request for Advance, provided,in the event that the investments in the FNCM Account are not cash deposits,Borrower shall, if requested by Lender, grant to Lender a security interest insuch investments in an amount equal to 110% of the amount of the Advancerequested by Borrower. In the event that the fair market value of theinvestments in the FNCM Account is less than the amount designated in theRequest for Advance (or an amount equal to 110% of the amount requested in theevent that the investments in the FNCM Account are not cash investments),Lender shall not be obligated to fund the Deposit Advance described in theRequest for Advance.
     **3.2 CONDITIONS PRECEDENT TO DEPOSIT ADVANCES.**
     The obligation of Lender to make a Deposit Advance is subject to each ofthe following conditions precedent:
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     On or before the Borrowing Date for such Deposit Advance, all of thefollowing, in form and substance satisfactory to Lender, shall be delivered byBorrower or the respective Subsidiary to Lender:
     (a) Promissory Note in the principal amount of the Deposit Advance;
     (b) A Guaranty (in the instance that such Deposit Advance is granted to aSubsidiary of Borrower);
     (c) In the instance of a Permanent Mortgage Deposit, an executedcommitment letter, term sheet, and other related documents executed by theproposed mortgagee;
     (d) In the instance of an Earnest Deposit, a copy of the executed purchaseagreement, or in the event that a purchase agreement has not been executed, themost current draft version of such purchase agreement (in the event that apurchase agreement has not been executed, Borrower shall provide to Lendercopies of any executed memoranda, such as letters of intent, relating to theproposed purchase, and at such time as a purchase agreement is executed,Borrower will provide to Lender a copy of the executed purchase agreement);
     (e) An executed Security Agreement;
     (f) An executed Control Agreement; and
     (g) Such other and further documentation as Lender may reasonably require.
     **3.3 ACQUISITION ADVANCES**
     Each Acquisition Advance shall be made by Lender upon receipt ofBorrower’s Request for Advance requesting that Lender fund an AcquisitionAdvance on a Borrowing Date, which Request for Advance (i) shall be binding onBorrower, (ii) shall specify the Borrowing Date, amount, and Type, and (iii)must be received by Lender not later than 10:00 A.M., Omaha, Nebraska time onthe tenth Business Day preceding the Borrowing Date for any AcquisitionAdvance.
     The obligation of the Lender to make an Acquisition Advance is subject toeach of the following conditions precedent:
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     (A) A Minimum Debt Service Coverage Ratio (Acquisition Advance) not lessthan 1.20 with respect to the Property for which such Acquisition Advance isrequested;
     (B) The amount of each Acquisition Advance shall not exceed an amountequal to 70% of the lesser of (i) the appraised value of the Property which isthe subject of such Acquisition Advance, as determined by an MAI appraisal or(ii) the purchase price for such Property; and
     (C) Not less than five days prior to closing on an Acquisition Advance,Borrower or the respective Subsidiary shall provide to Lender, in form andcontent satisfactory to Lender, each of the following:
 (a) TITLE INSURANCE. A commitment to issue, on the closing date,an ALTA mortgagee’s policy of title insurance to Lender, AmericanLand Title Association Loan Policy (Form 10/17/92) or such otherform as Lender shall approve, for the full amount funded for eachProperty acquired under this Facility. The title insurance policy,when issued, shall contain a comprehensive zoning endorsement andany and all other endorsements that Lender shall require. Title toeach Property shall be subject only to those exceptions as Lendershall approve.  (b) ALTA AS-BUILT SURVEY of the Property to be mortgaged,identifying all easements and utility locations, by a land surveyorduly registered and in good standing in the state where the propertyis being acquired, to be in accordance with Lender’s surveyrequirements, as listed in Exhibit “I” attached hereto.         Such survey shall also evidence that ingress and egress to theProperty is by public streets and that all utilities serving theProperty are located in the public right-of-way abutting theProperty, or in the event that such utilities are connected to theProperty by passage over or through other property that is notpublic right-of-way, that easements, acceptable to Lender, havebeen granted for service by
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   such utilities, and such easements shall be included as insuredparcels in the above-referenced title insurance.  (c) APPRAISAL: An MAI Appraisal Report on each Property to befunded, to be ordered by the Lender at Borrower’s cost. Theappraisal report must be in compliance with all of the minimumstandards as required by FIRREA in its uniform appraisal standardsadopted June 7, 1994, dealing with federally regulated institutions.Said appraisal shall be addressed to Lender and shall provide thatLender may rely upon such appraisal.  (d) PHASE I ENVIRONMENTAL REPORT: A satisfactory Phase IEnvironmental Site Assessment Report covering each Property thatwill include, as a minimum, a 40 year title search of all past usersand owners of the subject Property being mortgaged. Said Phase IEnvironmental Site Assessment Report shall be addressed to Lenderand Borrower or the respective Subsidiary and shall provide thatLender may rely upon such report and will have a direct cause ofaction against the Person issuing such report in the event that suchreport is erroneous in any respect or fails to include any statementor fact that renders such report inaccurate or misleading. In theevent that such report is not addressed to Lender, the Personissuing such report shall provide to Lender a letter acknowledgingthat Lender may rely upon such report and that such report wasissued for the benefit of Lender and Borrower.  (e) INSURANCE: Fire and extended coverage insurance for the fullinsurable value of each Property, together with comprehensivegeneral liability insurance and loss of rental income for eachProperty for a period of twelve (12) months. Such insurancecoverage shall specifically include coverage for any acts ofterrorism. All insurance policies required hereunder shall beissued by companies, on forms, in amounts and with deductiblesacceptable to Lender, and shall designate
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   Lender as “additional insured” and “loss payee” with a standardnoncontributory mortgagee clause in favor of Lender.         Each such insurance policy shall provide that there shall beno cancellation or modification with less than thirty (30) days’prior written notice to Lender. All such policies coveringProperties shall be renewed during the term of this Facility andcopies of same shall be provided to Lender at least thirty (30)days prior to the termination date of any then current policy.  (f) TAXES AND ASSESSMENTS: Evidence that all installments ofgeneral real estate taxes, special taxes or assessments and otherimpositions are paid.  (g) LEGAL COMPLIANCE: Evidence from local governmentalauthorities having jurisdiction that the Property complies with allzoning requirements, fire marshal requirements, city coderequirements, and any other local ordinance relative to theProperty’s development.  (h) FINANCIAL STATEMENTS: Borrower shall provide to Lender, uponLender’s request, rent rolls and operating and financial statementsregarding each Property acquired with funds provided pursuant tothis Facility.  (i) U.C.C./TAX LIEN/JUDGMENT SEARCHES: U.C.C., tax lien andjudgment searches against such parties as Lender may require,confirming that the personal property located at the Property andowned by the Borrower or Subsidiary, as applicable, and theProperty, are free from all security interests, Liens, judgments andencumbrances, except the prior security interest to Lender, suchsearches to be updated as of the closing date of each Propertyacquired and mortgaged.  (j) LEGAL CAPACITY: In the event that Borrower proposes that aSubsidiary of Borrower shall acquire a Property, Borrower or suchSubsidiary shall provide to Lender evidence that such Subsidiary isin good standing in the state in which
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   such Subsidiary is organized, such organizational documentation asLender may request, and such authorization documentation as Lendermay require.  (k) GUARANTY: In the event that Borrower proposes that aSubsidiary shall acquire a Property, Borrower shall execute anddeliver to Lender a Guaranty whereby Borrower shall guaranteepayment and performance of any and all Obligations imposed upon suchSubsidiary by the Loan Documents executed by such Subsidiary for thebenefit of Lender in conjunction with such acquisition.  (l) PROPERTY CONDITION REPORT: A report, prepared by a Personacceptable to Lender, describing and assessing the condition of suchfacets of the Property as may be requested by Lender.  (m) PROPERTY LEASES: Borrower shall provide to Lender a copy ofeach Property Lease regarding the Property. In the event that theterms, conditions, and provisions of all Property Leases relating toa Property are not acceptable to Lender, as determined in Lender’ssole and absolute discretion, Lender shall not have any duty orobligation to make an Acquisition Advance with respect to suchProperty.  (n) USE OF PROPERTY: In the event that the use(s) of theProperty, as determined by the Property Leases regarding suchProperty, is/are not acceptable to Lender, as determined in Lender’sreasonable discretion, Lender shall not have any duty or obligationto make an Acquisition Advance with respect to such Property.Lender agrees that any Property that is required to be utilized foroffices by any entity described in Section 6.1 shall constitute ause that is acceptable to Lender.
     **3.4 CONDITIONS PRECEDENT TO ACQUISITION ADVANCES**.
     On or before the Borrowing Date for such Acquisition Advance, all of thefollowing, in form and substance satisfactory to Lender, shall be delivered byBorrower or the respective Subsidiary to Lender:
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 (a) Promissory Note in the principal amount of the Acquisition Advance;  (b) A Guaranty (in the instance of an acquisition by a Subsidiary ofBorrower);  (c) With respect to each Property for which an Acquisition Advance isrequested:
 1. An Assignment of Rents and Leases;  2. A first priority Security Instrument;  3. An Environmental Indemnity Agreement;    4.  A UCC Financing Statement covering tangible and intangible assetsowned by the Borrower or Subsidiary, as applicable, and located at theProperty;  5. Rent roll and copies of all Property Lease(s) regarding suchProperty;  6. Subordination, Non-Disturbance and Attornment Agreements executedby the lessees of such Property;  7. Estoppel certificates executed by each of the lessees occupyingsuch Property;  8. A Notice of Commencement or equivalent notice (if applicable);  9. An Assignment of Contracts (Construction) (if applicable); and  10. An Assignment of Architect’s Contract, Plans and Specifications(if applicable).
 (d) Such other and further documentation as Lender may reasonablyrequire.
     **3.5 EXPENSES.**
Borrower shall be liable for any and all fees and expenses related to theprovision of any report, survey, appraiser, title insurance or any other matterrequired to be provided by any Consolidated Company in conjunction with anyAdvance, and Borrower shall reimburse Lender for any and all expenses, but notlimited to, reasonable attorney fees incurred by Lender in connection with themaking of any Advance by Lender to any Consolidated Company.
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**SECTION 4. FEES.**
     **4.1 TREATMENT OF FEES.**
The fees described in this Section 4 (a) do not constitute compensation for theuse, detention or forbearance of money, (b) are in addition to, and not in lieuof, interest and expenses otherwise described in this Facility, (c) shall bepayable as provided herein, (d) shall be nonrefundable, and (e) shall, to thefullest extent permitted by Law, bear interest, if not paid when due, at theDefault Rate.
     **4.2 ORIGINATION FEE.**
     Borrower shall pay to Lender an origination fee in the amount of$250,000.00 contemporaneously with the execution of this Agreement. Said feeshall be fully earned by Lender upon execution of this Agreement, and noportion of said fee shall, in any event, be refunded to Borrower.
     **4.3 ADVANCE FEES.**
     Borrower shall, contemporaneously with the making of an Advance by Lenderhereunder, pay to Lender a fee in an amount equal to 0.50% of such Advance(“Advance Fee”).
     **4.4 PAYMENT OF FEES.**Said origination fee and all Advance Fees shallconstitute additional Obligations due and owing hereunder and shall bearinterest at the Default Rate from the date on which the same are due andpayable until date of payment by Borrower or the respective Subsidiary. In theevent that any such fee is not paid within ten (10) Business Days after thedate on which the same was due and payable, Borrower hereby authorizes Lenderto advance such sum(s) to itself from the FNCM Account. In the event that thebalance in the FNCM Account, after deduction of amounts in the FNCM Accountthat are subject to Control Agreements, is insufficient to pay such fees, thefailure to pay any such fees shall constitute an Event of Default hereunder.
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**SECTION 5. CONDITIONS PRECEDENT**
     **5.1 CONDITIONS PRECEDENT TO CLOSING.**
     This Facility shall not become effective unless and until (a) Lender hasreceived all of the agreements, documents, instruments, and other itemsdescribed in Schedule 5.1, (b) there has been no material adverse change in theconsolidated financial condition of the Consolidated Companies from that shownin the respective Financial Statements of the Consolidated Companies datedDecember 31, 2003, and (c) Borrower has provided to Lender evidencesatisfactory to Lender that Borrower has filed an election with the InternalRevenue Service to be taxed as a real estate investment trust (“REIT”) pursuantto the Code.
     Borrower shall deliver to Lender, simultaneously with the delivery of thisAgreement to Lender, the resolutions of Borrower’s board of directors approvingthis Agreement and specifying the person or persons authorized to execute thesame and the other Loan Documents from time to time.
     **5.2 CONDITIONS PRECEDENT TO ALL ADVANCES**.
     In addition to the conditions stated in Section 5.1, (except Section 5.1(c)), the obligation of Lender to make each Advance (including the initialAdvance) is subject to the further conditions precedent that on the date of theAdvance the following statements shall be true:
 (a) Lender has received a Request for Advance;  (b) Lender has received the Advance Fee as requiredby Section 4.3 hereof;  (c) The representations and warranties contained inSection 6 hereof are true and accurate on and as of the dateof such Advance as though made on and as of such date (exceptto the extent that such representations and warranties relatesolely to an earlier date);  (d) No Event of Default or Potential Default hasoccurred and is continuing;  (e) The Aggregate Minimum Debt Service Coverage Ratiowith respect to all Properties owned by all ConsolidatedCompanies is not less than 1.20;
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 (f) The Minimum Tangible Net Worth of allConsolidated Companies is not less than $90,000,000.00;  (g) The Consolidated Companies have a TotalLiabilities to Tangible Net Worth ratio not greater than 4.0;  (h) The funding for such Advance is permitted by Law;and  (i) All matters related to the requested Advance mustbe satisfactory to Lender and its counsel in their reasonablebusiness judgment.
     Each Request for Advance delivered to Lender shall constitute aratification, confirmation and affirmation of each and every representation,warranty, covenant and agreement of Borrower to Lender herein, effective as ofthe date of such Advance. Time is of the essence with respect to eachcondition precedent set forth herein. Lender may, in its sole and absolutediscretion, fund any Advance prior to the satisfaction of all conditionsprecedent, but such funding shall not constitute a waiver of the requirementthat each such condition precedent must be satisfied with respect to theAdvance that is being requested, and any funding prior to the satisfaction ofall conditions precedent shall not constitute a waiver of any requirement thateach such condition precedent shall be satisfied as a prerequisite for anysubsequent Advance unless specifically waived in writing by Lender.
**SECTION 6. REPRESENTATIONS AND WARRANTIES**
     Borrower hereby represents and warrants to Lender as follows:
     **6.1 PURPOSE OF CREDIT FACILITY.**
     Borrower and any Subsidiary will use all proceeds of any Advance solelyfor the purpose of acquiring Properties or securing permanent financing forsuch Properties. Each Property must be subject to a Property Lease with alessee which is (i) an agency of the federal government, or (ii) the federalgovernment, acting through the General Services Administration. Each PropertyLease shall have a remaining term not less than ten (10) years from the date onwhich an Advance is made by Lender with respect to such Property. In the eventthat Borrower or any
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Subsidiary proposes to acquire a Property that is subject to a PropertyLease with a state government, a state governmental agency, a local government,a local governmental agency or a federal, state or local government-sponsoredenterprise, Lender shall not have any obligation to make an Advance regardingsuch Property unless Lender consents in writing to the proposed lessee of suchProperty. In the event that Borrower or any Subsidiary proposes to acquire aProperty described in the preceding sentence, Lender agrees that it willexercise reasonable business judgment in evaluating the propriety of grantingan Advance with respect to such Property.
     The proceeds of any Advance may not be utilized for any purpose except asspecifically provided herein. Borrower acknowledges and agrees that no portionof any Advance may be utilized for the purpose of the acquiring a parcel ofreal property that has not been developed, is in the process of being developedor is not subject to a Property Lease with the federal government, as describedin the preceding paragraph. Borrower further acknowledges and agrees thatLender shall not be required to make an Advance to any Person that is not aSubsidiary, as defined in this Agreement.
     **6.2 STATUS AS REIT.**
     Borrower has qualified as a REIT under the Code.
     **6.3 EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS**.
     Borrower is, and each Subsidiary shall be, duly organized, validlyexisting, and in good standing under the Laws of its jurisdiction oforganization. Borrower represents and warrants to Lender that Borrower andeach Subsidiary (a) are duly qualified to transact business and are in goodstanding in each jurisdiction where the nature and extent of their business andproperties require the same, and (b) possess all requisite authority, power,licenses, approvals, permits, authorizations, and franchises to use theirassets and conduct their business as is now being, or is contemplated herein tobe, conducted. No filings, recordings, or registrations with, or exemptions,orders, consents, licenses or permits from, any governmental authority arerequired
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to authorize, or is required in connection with, the execution, delivery,legality, validity, binding effect, performance or enforceability of any LoanDocument, including this Agreement, except security filings to perfect Lender’sinterest as contemplated by the Loan Documents.
     **6.4 AUTHORIZATION AND CONTRAVENTION.**
     The execution, delivery and performance by Borrower or any Subsidiary ofany Loan Document, and its respective obligations thereunder (a) are within thecorporate powers of Borrower or the Subsidiary, (b) will have been dulyauthorized by all necessary corporate action on behalf of the Borrower or suchSubsidiary when such Loan Documents are executed and delivered, (c) require noaction by or in respect of, consent of, or filing with, any governmentalauthority, which action, consent, or filing has not been taken or made on orprior to the date of execution of this Agreement, (d) will not violate anyprovision of the charter or bylaws of Borrower or such Subsidiary, (e) will notviolate any provision of Law applicable to it, other than such violations thatindividually or collectively would not constitute a Material Adverse Event, (f)will not violate any written or oral agreements, contracts, commitments orunderstandings to which it is a party, other than such violations that wouldnot constitute a Material Adverse Event, and (g) except for Liens created bythe Loan Documents, will not result in the creation or imposition of any Lienon any asset of any Consolidated Company, except as approved by Lender inwriting.
     **6.5 BINDING EFFECT.**
     Upon execution and delivery by Borrower or a Subsidiary, each LoanDocument will constitute a legal, valid, and binding obligation of Borrower orsuch Subsidiary, enforceable against Borrower or such Subsidiary in accordancewith its terms.
     **6.6 FINANCIAL STATEMENTS.**The Financial Statements were prepared inaccordance with GAAP and present fairly, in all material respects, theconsolidated financial condition, results of operations, and cash flows of theConsolidated Companies as of and for the portion of the fiscal year endings onthe date or dates thereof. There were no material liabilities,
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direct or indirect, fixed or contingent, of the Consolidated Companies asof the date or dates of the Financial Statements which are required under GAAPto be reflected therein or in the notes thereto, that are not so reflected.
     **6.7 LITIGATION, CLAIMS, INVESTIGATIONS.**
     Borrower is not subject to, or aware of the threat of, any litigation,claims or investigations that are reasonably likely to be determined adverselyto Borrower or any Subsidiary which, if so adversely determined, couldconstitute a Material Adverse Event. There are no judgments, decrees, ororders of any governmental authority outstanding against Borrower or anySubsidiary that could constitute a Material Adverse Event.
     **6.8 TAXES.**
     All tax returns of Borrower and each Subsidiary required to be filed havebeen filed (or extensions have been granted) prior to delinquency, and allTaxes imposed upon Borrower and any Subsidiary which are due and payable havebeen paid prior to delinquency.
     **6.9 ERISA COMPLIANCE.**
     (a) No Plan has incurred an accumulated funding deficiency, as defined byERISA or the Code, (b) neither Borrower nor any Subsidiary has incurred anymaterial liability which is currently due and remains unpaid under ERISA to thePension Benefit Guaranty Corporation (“PBGC”) or to a Plan, (c) neitherBorrower nor any Subsidiary has engaged in any prohibited transaction asdefined by ERISA or the Code, and (d) no event has occurred which is likely toresult in the termination of a Plan.
     **6.10 PROPERTIES; LIENS.**
     Borrower and each Subsidiary has good and marketable title to all propertyreflected on the Financial Statements, except (a) property that is obsolete,(b) property that has been disposed of in the ordinary course of business, or(c) as otherwise permitted by any Loan Documents.
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     **6.11 NO DEFAULT.**
     No event has occurred and is continuing, or would result from theincurring of Obligations by Borrower or any Subsidiary under this Facility orany other Loan Document, which constitutes an Event of Default or a PotentialDefault. No Consolidated Company is in default under or with respect to anymaterial written or oral agreements, contracts, commitments, or understandingsto which any such Consolidated Company is a party, which default could resultin a Material Adverse Event.
**SECTION 7. COVENANTS**
     From and after the date of execution of this Agreement and until allObligations incurred pursuant to this Agreement have been paid in full,Borrower covenants and agrees (and agrees to cause each Subsidiary, to theextent that any covenant is applicable to such Subsidiary) to perform, observeand comply with each of the following covenants:
     **7.1 USE OF PROCEEDS.**
     Borrower and each Subsidiary shall use the proceeds of any Advances onlyfor the purposes stated herein.
     **7.2 BOOKS AND RECORDS.**
     The Consolidated Companies shall maintain books, records, and accountsnecessary to prepare financial statements in accordance with GAAP.
     **7.3 ITEMS TO BE PROVIDED.**
     Borrower shall cause the following to be provided to Lender:
     (a) Promptly after preparation, and not later than 120 days after the lastday of each fiscal year of Borrower, Financial Statements representing theconsolidated financial condition and results of operations calculated for theConsolidated Companies accompanied by the unqualified opinion of a nationallyrecognized independent certified public accounting firm, based upon its auditusing generally accepted auditing standards, that such Financial
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Statements were prepared in accordance with GAAP and fairly present theconsolidated financial condition and results of operations of the ConsolidatedCompanies.
     (b) Promptly upon preparation, and in no event later than 60 days afterthe last day of each fiscal quarter of Borrower (except the 4th fiscal quarterof each fiscal year), Financial Statements representing the consolidatedfinancial condition and results of operations calculated for the ConsolidatedCompanies.
     (c) Notice, promptly after Borrower knows or has reason to know of (i) theexistence and status of any litigation which could be a Material Adverse Event,or of any order or judgment for the payment of money which individually orcollectively exceeds $500,000.00, or any warrant of attachment, sequestrationor similar proceeding against the assets of a Consolidated Company having avalue in excess of $500,000.00; (ii) an Event of Default or Potential Default,specifying the nature thereof and the action taken by Borrower or any otherConsolidated Company in attempting to resolve the same; (iii) receipt by anyConsolidated Company of any notice from any governmental authority of theexpiration without renewal, termination, material modification or suspensionof, or institution of any proceedings to terminate, materially modify, orsuspend, any authorization that any Consolidated Company is required to hold inorder to operate its business in compliance with all applicable laws; (iv) adefault or event of default under any material agreement of any ConsolidatedCompany which may constitute a Material Adverse Event; (v) the receipt by anyConsolidated Company of notice of any material violation or alleged violationof any environmental law (as defined in Exhibit “C” attached hereto); or (vi)the occurrence of an event that could reasonably be expected to result inliability of a Consolidated Company to the PBGC, or the filing of or obligationto file a notice with the PBGC, relating to the failure to make a requiredinstallment with respect to a Plan.
     (d) Promptly after filing, a true, correct and complete copy of eachmaterial report and registration statement filed by any Consolidated Companywith the Securities and Exchange
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Commission, including, without limitation, each Form 10-K, Form 10-Q, andForm 8-K filed by or on behalf of any Consolidated Company.
     **7.4 INSPECTIONS.**
     The Consolidated Companies shall permit Lender to inspect any of theirproperties, to review reports, files and other records and to make and retaincopies thereof, to conduct tests or investigations, and to discuss theiraffairs, conditions and finances with other creditors, directors, officers,employees, other representatives and independent accounts of the ConsolidatedCompanies, as frequently as requested, at the expense of Borrower.
     **7.5 TAXES.**
     Each Consolidated Company shall promptly pay when due any and all Taxes(except in those instances in which a Consolidated Company is diligentlycontesting, in good faith, and with respect to which reserve or other provisionrequired by GAAP has been made, and with respect to which levy and execution ofany Lien securing the same have been and continue to be stayed).
     **7.6 MATERIAL OBLIGATIONS.**
     Each Consolidated Company shall pay all of their material obligations asthe same become due (unless such obligations, excepting Obligations arisingunder the Loan Documents, are being contested in good faith by appropriateproceedings).
     **7.7 MAINTENANCE OF EXISTENCE, ASSETS AND BUSINESS.**
     Each Consolidated Company shall at all times (a) maintain its existenceand good standing in the jurisdiction of its organization and its authority totransact business in all other jurisdictions; (b) maintain all licenses,permits and franchises necessary for its business; and (c) keep all of itsassets that are necessary to its business in good working order and condition(ordinary wear and tear excepted) and make all necessary repairs thereto andreplacements thereof.
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     Borrower will not, and Borrower will not permit any Subsidiary to, changeits name, organizational structure, state of organization, principal place ofbusiness, chief executive office, or the location in which records regardingany Property are maintained, without the provision of written notice to Lender,which notice shall be delivered to Lender not less than thirty (30) days priorto the date of such occurrence or event.
     **7.8 INSURANCE.**
     Each Consolidated Company shall maintain insurance with financially soundand reputable insurers, in such amounts, and covering such risks, as shall beordinary and customary for similar companies in the industry.
     **7.9 INVESTMENTS.**
     Borrower shall direct FNCM to invest all funds delivered by Borrower toFNCM only in Permitted Investments.
     **7.10 COMPLIANCE WITH LAWS AND DOCUMENTS.**
     No Consolidated Company shall violate the provisions of any Lawsapplicable to it, or any material written or oral agreement, contract,commitment, or understanding to which it is a party, if such violation alone,or when aggregated with all other such violations, could constitute a MaterialAdverse Event, and no Consolidated Company shall violate the provisions of itscharter or bylaws, or modify, repeal, replace, or amend any provision of itscharter or bylaws, if such action could adversely affect the rights of Lender.
     **7.11 ASSIGNMENT.**
     No Consolidated Company may, without the prior written consent of Lender,assign or transfer any of its rights, duties, or obligations hereunder or underany Loan Document.
     **7.12 PERMITTED DISTRIBUTIONS**.
     No Consolidated Company may, directly or indirectly, declare, make, or payany dividend or other distribution if an Event of Default or Potential Defaultexists or will exist after giving effect to any such dividend or distribution.Borrower may not directly or indirectly declare,
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make, or pay any dividend or other distribution exceeding the greater of(i) such amount as is required to be distributed as a condition to Borrower’scontinued status as a REIT (presently ninety percent (90%) of Borrower’s REITtaxable income (as computed by Borrower for federal income tax purposes)); or(ii) $ .25 per share, per quarter.
     **7.13 MERGERS AND DISSOLUTIONS.**
     No Consolidated Company will, directly or indirectly, merge or consolidatewith any other Person without the prior written consent of Lender, exceptmergers or consolidations by Borrower with a Subsidiary.
     **7.14 FINANCIAL COVENANTS.**
     As calculated on a consolidated basis for the Consolidated Companies, theConsolidated Companies shall (i) maintain an Aggregate Minimum Debt ServiceCoverage Ratio with respect to all Properties owned by all ConsolidatedCompanies that is not less than 1.20, (ii) maintain a Consolidated Net Worth inan amount not less than $90,000,000.00, and (iii) maintain a Total Liabilitiesto Tangible Net Worth ratio not exceeding 4.0.
**SECTION 8.DEFAULT.**
     Each of the following shall constitute an Event of Default hereunder:
     **8.1 PAYMENT OF OBLIGATION.**
     The failure or refusal of Borrower or any Subsidiary to pay any principalindebtedness, interest, fees, or reimbursement required by any Loan Document orthis Agreement, or any other portion of any Obligation within ten (10) calendardays from the date on which the same is due and payable in accordance with theterms and provisions of this Agreement or any Loan Document.
     **8.2 COVENANTS**.
     The failure or refusal of Borrower or any Subsidiary to punctuallyperform, observe and comply with any covenant, agreement, condition, term orprovision contained in this Agreement and not otherwise specified in thisSection 8 or any other Loan Document, and such failure or
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refusal shall not have been cured within thirty (30) days after writtennotice from Lender of such failure or refusal; provided, in the event that suchcovenant, agreement, condition, term or provision is not susceptible to curewithin thirty (30) days, that Borrower or the respective Subsidiary shallimmediately commence and diligently prosecute such action as may be required tocure such breach or violation, provided further, that Borrower or therespective Subsidiary shall, in any and all events, cure such breach orviolation in its entirety within ninety (90) days from the date of occurrenceof such breach or violation.
     **8.3 DEBTOR RELIEF.**
     Borrower or any Subsidiary (a) is not Solvent, (b) fails to pay its Debtsas the same become due and payable in accordance with the originally scheduledpayment dates for such Debts, (c) institutes, consents to, or acquiesces in anyproceeding pursuant to a Debtor Relief Law, or (d) is the subject of anyproceeding permitted or provided by any Debtor Relief Law and such proceedingis not dismissed within ninety 90 days from the date on which such proceedingis instituted.
     **8.4 MISREPRESENTATION.**
     If any representation, warranty, or statement made by Borrower or anySubsidiary in any Loan Document, certificate or Financial Statement deliveredby Borrower or such Subsidiary shall be incorrect in any material respect, orany material misrepresentation shall at any time be made to Lender by Borroweror any Subsidiary, or if any Loan Document, certificate or Financial Statementsubmitted by Borrower or any Subsidiary fails to include any fact that renderssuch Loan Document, certificate or Financial Statement misleading in anymaterial respect.
     **8.5 SUITS.**
     If any suit or proceeding shall be filed against Borrower or anySubsidiary which, if adversely determined, could substantially impair theability of Borrower or any Subsidiary to perform any of their Obligations setforth in this Agreement or any Loan Document, as determined in the reasonablebusiness judgment of Lender, provided, that such suit or
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proceeding is not dismissed within ninety (90) days after service ofsummons upon Borrower or such Subsidiary.
     **8.6 DEFAULT UNDER OTHER AGREEMENTS.**
     (a) Any default exists under any agreement to which Borrower or aSubsidiary is a party, the effect of which is to cause, or to permit any Personto cause, an amount of Debt of Borrower or such Subsidiary in excess of$1,000,000.00 to become due and payable by Borrower or such Subsidiary (whetherby acceleration or by its terms); or (b) any default exists under any materialwritten or oral agreement, contract, commitment, or understanding to whichBorrower or a Subsidiary is a party, the effect of which would be a MaterialAdverse Event, unless, and as long as, such default is being contested byBorrower or such Subsidiary in good faith by appropriate proceedings andadequate reserves with respect thereto have been established on the books ofBorrower to the extent required by GAAP.
     **8.7 EMPLOYEE BENEFIT PLANS.**
     The failure of Borrower or a Subsidiary to pay any required installment orother payment pursuant to a Plan within 30 days from the date on which suchinstallment or other payment is due and payable.
**SECTION 9. REMEDIES UPON DEFAULT.**
     **9.1 EXTENSIONS OF CREDIT.**
     Upon the occurrence of an Event of Default that is not cured within anygrace period, if any, afforded by this Agreement or the respective LoanDocument, or upon the occurrence of a Potential Default, the duty of Lender toextend additional credit to Borrower or any Subsidiary pursuant to thisAgreement shall automatically terminate without provision of notice or anyother action by Lender.
     **9.2 ACCELERATION.**
     Upon the occurrence of an Event of Default that is not cured within anygrace period, if any, afforded by this Agreement or any Loan Document, Lendermay do any one or more of the
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following: (i) accelerate the entire unpaid balance of all Obligationsdue and payable by Borrower and any Subsidiary, and in such instance, all suchObligations shall be immediately due and payable; (ii) to the extent permittedby Law, to exercise any right of setoff or banker’s Lien, or any right as asecured party, against the interest of Borrower and each Subsidiary in and toevery account and other property of Borrower and any Subsidiary which are inthe possession of Lender, and the FNCM Account, to the extent of the entireamount of all Obligations; and (iii) exercise any and all other rights andremedies available to Lender pursuant to this Agreement, any Loan Document, theLaws of the State of Nebraska and any other applicable jurisdiction as Lendershall deem appropriate.
     **9.3 PERFORMANCE BY LENDER.**
     If any duty, covenant or agreement imposed upon any Consolidated Companyby the terms and provisions of this Agreement or any Loan Document is notperformed in accordance with the terms and provisions of this Agreement or suchLoan Document, Lender may, at its option, after the occurrence and during thecontinuance of an Event of Default, perform or attempt to perform suchcovenant, duty, or agreement on behalf of such Consolidated Company. In suchevent, any amount expended by Lender in such performance or attemptedperformance shall be payable by the Consolidated Companies, jointly andseverally, to Lender upon demand, shall become part of the Obligations, andshall bear interest at the Default Rate from and after the date of suchexpenditure by Lender. This provision shall not, however, be construed toimpose any duty upon Lender to perform any such covenant, duty, or agreement,and Lender shall not have any liability or responsibility for the performanceof any such covenant, duty, or agreement of any Consolidated Company unlessLender, by express written consent, assumes such responsibility.
     **9.4 COURSE OF DEALING.**
     The acceptance by Lender, at any time, or from time to time, of partialpayment of any Obligation shall not constitute a waiver of any Event of Defaultor Potential Default then existing.
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A waiver by Lender of any Event of Default or Potential Default shall notconstitute a waiver of any other then existing or subsequent Event of Defaultor Potential Default. No delay or omission by Lender in exercising any rightor remedy available to Lender pursuant to this Agreement or any Loan Documentshall, in any manner, affect or impair such right or remedy available to Lenderor constitute a waiver thereof or acquiescence therein, and any partialexercise of any such right or remedy shall not preclude Lender from furtherexercise thereof, or the exercise of any other right or remedy available toLender.
     **9.5 CUMULATIVE RIGHTS.**
     All rights and remedies available to Lender pursuant to this Agreement andthe Loan Documents are cumulative and in addition to any and all other rightsand remedies available to Lender at law or in equity.
     **9.6 APPLICATION OF PROCEEDS.**
     Any and all proceeds received by Lender in conjunction with the exerciseof any right or remedy relating to any Obligation shall be applied in the orderand in the manner set forth in Section 2.7 hereof.
     **9.7. CERTAIN PROCEEDINGS.**
     Borrower will promptly execute and deliver, and will cause the executionand delivery by a Subsidiary of, all applications, certificates, instruments,statements, and any and all other documents and agreements as Lender mayreasonably request in connection with obtaining any consent, approval,registration, qualification, permit, license, or authorization of any Personthat is necessary, or appropriate to effectuate the exercise of any right orremedy available to Lender pursuant to this Agreement and the Loan Documents.Borrower agrees that the terms and provisions of this Section 9.7 may bespecifically enforced.
     **9.8 EXPENDITURES BY LENDER**.
     Borrower or the respective Subsidiary shall pay, within ten (10) BusinessDays after request therefor, (a) reasonable costs, fees (including reasonableattorney fees) and expenses
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paid or incurred by Lender in connection with the preparation andadministration of this Agreement and all Loan Documents, and (b) all reasonablecosts, fees, and expenses of Lender in connection with the enforcement of anyObligation hereunder or the exercise of any right or remedy pursuant to thisAgreement or any Loan Document. Any and all such costs, fees, and expensesshall constitute Obligations owing hereunder and shall bear interest at theDefault Rate from the date on which the same are due and payable until the dateof payment by Borrower or the respective Subsidiary.
     In the event that any sum required to be paid by Borrower or a Subsidiarypursuant to this Section 9.8 is not paid within ten (10) days from the date onwhich request for payment is made by Lender, Borrower hereby authorizes Lenderto advance such sum(s) to itself from the FNCM Account. In the event that thebalance in the FNCM Account, after deduction of amounts in the FNCM Accountthat are subject to Control Agreements, is insufficient to pay suchexpenditure, the failure to reimburse Lender for payment of such expenditureshall constitute an Event of Default hereunder.
**SECTION 10. MISCELLANEOUS**
     **10.1 HEADINGS**. The headings and captions used in this Agreement and inany Loan Document are, unless otherwise specified, for convenience only andshall not be deemed to limit, amplify, or modify the terms of this Agreement orany Loan Document or affect the construction of any such terms or provisions.
     **10.2 MODIFICATIONS, CONSENTS AND WAIVERS**. No failure or delay on the partof the Lender in exercising any power or right hereunder shall operate as awaiver thereof, nor shall any single or partial exercise of any such right orpower preclude any other or further exercise thereof or the exercise of anyother right or power hereunder. No modification or waiver of any provision ofthis Agreement or of any Loan Document, nor consent to any departure by theBorrower or a Subsidiary therefrom, shall in any event be effective unless thesame shall be in writing and signed by Lender, and then any such waiver orconsent shall be
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effective only in the specific instance and for the purpose for whichgiven. No notice to or demand upon the Borrower or a Subsidiary in any caseshall, of itself, entitle the Borrower or a Subsidiary to any other or furthernotice or demand in similar or other circumstances.
     **10.3 ENTIRE AGREEMENT.**
     This Agreement, the Loan Documents, any written supplements ormodifications thereto, and any instruments or documents delivered or requiredto be delivered in connection herewith or therewith represent the entireagreement and understanding between the parties regarding the subject matterhereof, and all of such documents supersede any and all other prior agreements,understandings, negotiations and discussions, representations, warranties,commitments, proposals, offers and contracts regarding the subject matterhereof, whether oral or written.
     **10.4 ADDRESSES FOR NOTICES**. All communications and notices provided forhereunder shall be in writing and, if to the Lender, mailed or delivered to it,addressed as follows:    First National Bank of Omaha 1620 Dodge Street, Stop 4300 Omaha, Nebraska, 68197-4300 Attention: Senior Officer, Mortgage Loan Department   With a copy to: Ronald L. Eggers, Esquire Gross & Welch, P.C. 11404 W. Dodge Rd., Suite 580 Omaha, NE 68154   and if to the Borrower, mailed or delivered to it, addressed as follows:    Mr. Thomas D. Peschio President and Chief Executive Officer Government Properties Trust, Inc. 10250 Regency Circle, Suite 100 Omaha, NE 68114    and
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    Ms. Nancy D. Olson Chief Financial Officer and Treasurer Government Properties Trust, Inc. 10250 Regency Circle, Suite 100 Omaha, NE 68114   With a copy to: James C. Creigh, Esq. Blackwell, Sanders, Peper, Martin, LLP 1620 Dodge St., Suite 2100 Omaha, NE 68102
or as to each party, at such other address as shall be designated by such partyin a written notice to the other party. Each such notice shall be deemedeffective upon receipt by the addressee.
     **10.5 BINDING EFFECT AND ASSIGNMENT**. This Agreement shall be binding uponand inure to the benefit of the Borrower and the Lender, and their respectivesuccessors and assigns, except that the Borrower may not assign or transfer itsrights hereunder without the prior written consent of the Lender.
     **10.6 GOVERNING LAW.**The validity, interpretation and enforcement of thisAgreement and all Loan Documents, and any dispute arising out of therelationship between the parties hereto, whether in contract, tort, equity orotherwise, shall be governed by the internal Laws of the State of Nebraska(without giving effect to principles of conflicts of law, except to the extentthat realization upon the Collateral securing any Note may be subject to theLaws of another state where the Collateral is located.
     Borrower irrevocably consents and submits to jurisdiction in the DistrictCourt of Douglas County, Nebraska and the United States District Court for theDistrict of Nebraska and waives any objection based on venue or *forum nonconveniens*with respect to any action instituted in connection with thisAgreement or any Loan Document or in any manner related or incidental to thetransactions between the parties hereto with respect to this Agreement or anyother Loan Document, and Borrower agrees that any dispute with respect to anysuch matters shall be heard only in the courts described above, provided, thatLender may institute an action or proceeding against any Consolidated Companyor its property in the courts of any other
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jurisdiction which Lender deems necessary or appropriate and to realize on theCollateral or to otherwise enforce its rights against any Consolidated Companyor its property.
     **BORROWER AND LENDER EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANYCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT ORANY LOAN DOCUMENT OR (II) IN ANY MANNER CONNECTED WITH OR RELATED OR INCIDENTALTO THE TRANSACTIONS BETWEEN THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENTOR ANY OTHER LOAN DOCUMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, ANDWHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWER AND LENDER EACHHEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTIONSHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT BORROWER OR LENDERMAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT ASWRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIRRIGHT TO TRIAL BY JURY.**
     Lender shall not have any liability to any Consolidated Company, whetherin tort, contract, equity or otherwise, for losses suffered by any ConsolidatedCompany in connection with, arising out of, or in any manner related to thetransactions or relationships contemplated by this Agreement, or any act,omission or event occurring in connection herewith, unless it is determined bya final and nonappealable judgment binding on Lender, that the losses were theresult of acts or omissions constituting gross negligence or willful misconductby Lender. Lender shall, in any such litigation, be entitled to the benefit ofthe rebuttable presumption that it acted in good faith and with the exercise ofordinary care in the performance by it of the terms of this Agreement and anyLoan Document.
     **10.7 NUMBER AND GENDER; ADDITIONAL REFERENCES.**
     Unless otherwise specified in the Loan Documents (a) where appropriate,the singular includes the plural, and vice versa, and words of any genderinclude each other gender, (b)
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heading and caption references may not be construed in interpretingprovisions, (c) monetary references are to currency of the United States ofAmerica, (d) section, paragraph, annex, schedule, exhibit, and similarreferences are to the particular Loan Document in which they are used, (e)references to “telecopy”, “facsimile”, “fax” or similar terms relate tofacsimile or telecopy of transmissions, and (f) references to any Loan Documentor other document include every renewal and extension thereof, amendments andsupplements thereto, and replacements and substitutions thereof.
     **10.8 WAIVER OF NOTICES.**
     Borrower hereby expressly waives demand, presentment, protest and noticeof protest and notice of dishonor with respect to any and all Notes,instruments and commercial paper included in or evidencing any of theObligations or the Collateral, and any and all other demands and notices of anykind or nature whatsoever with respect to the Obligations, the Collateral andthis Agreement, except such as are expressly provided herein. No notice to ordemand on Borrower that Lender may elect to give shall entitle Borrower to anyother or further notice or demand in the same, similar, or other circumstances.
     **10.9 INDEMNIFICATION.**
     Borrower shall indemnify and hold Lender, and its officers, directors,agents, employees and counsel harmless from and against any and all losses,claims, damages, liabilities, costs or expenses imposed on, incurred by, orasserted against any of them in connection with any litigation, investigation,claim or proceeding commenced or threatened that relates to the negotiation,preparation, execution, delivery, enforcement, performance or administration ofthis Agreement, any other Loan Document, or any undertaking or proceedingrelating to any of the transactions contemplated hereby, or any act, omission,event or transaction related or attendant thereto, including, withoutlimitation, amounts paid in settlement, court costs and reasonable attorneyfees. In the event that the undertaking to indemnify, pay and hold harmlessset forth in this Section 10.9 may be unenforceable because it violates any lawor public policy,
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Borrower shall pay the maximum portion that it is permitted to pay underapplicable law to Lender in satisfaction of the indemnified matters included inthis Section. This indemnity shall survive the payment of the Obligations andthe termination or nonrenewal of this Agreement.
     **10.10 PARTIAL INVALIDITY.**
     In the event that any provision contained in this Agreement or any LoanDocument is held to be invalid or unenforceable, such invalidity orunenforceability shall not invalidate this Agreement or such Loan Document inits entirety, but this Agreement or such Loan Document shall be construed asthough it did not contain the particular provision held to be invalid orenforceable, and the rights and obligations of the parties shall be construedand enforced only to such extent as shall be permitted by applicable Law.
     **10.11 COUNTERPARTS.**
     This Agreement may be executed in several identical counterparts, each ofwhich shall be deemed an original for all purposes and all of which shallconstitute one agreement.
     **10.12 PARTICIPANT.**
     Borrower agrees and consents to Lender’s sale or transfer, at any time, ofone or more participation interests in this Agreement and any Note executedpursuant to this Agreement to one or more purchasers (“Participant”), whetherrelated or unrelated to Lender. Lender may provide to any Participant or anyprospective participant, any information or knowledge Lender may have regardingany Consolidated Company or any matter relating to this Agreement, and Borrowerhereby waives any rights to privacy it may have with respect to such matters.Borrower additionally waives any and all notices of sale of participationinterests, as well as all notices of any repurchase of such participationinterests. Borrower also agrees that any Participant will be considered as theabsolute owner of such interest and will have all the rights granted under theparticipation agreement(s) governing the sale of such participation interest.Borrower further waives all rights of offset or counterclaim that it may nowhave or hereafter acquire against Lender or any Participant, andunconditionally agrees that either Lender or any
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Participant may enforce Borrower’s obligations under this Agreementirrespective of the failure or insolvency of any holder of any Participantinterest in the Loan. Borrower further agrees that any Participant may enforceits interests irrespective of any personal claims or defenses that Borrower mayhave against Lender.
     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to beexecuted by their respective officers thereunto duly authorized as of the dayand year first above written.                         GOVERNMENT PROPERTIES TRUST, INC.                        By:                                     Thomas D. Peschio,                    President and CEO                               FIRST NATIONAL BANK OF OMAHA        By:                                     Daniel M. Shultz, Vice President                       STATE OF NEBRASKA  )               )  ss.          COUNTY OF DOUGLAS  )             
     The foregoing instrument was acknowledged before me, a Notary Public, this28th day of April, 2004, by Thomas D. Peschio, President and Chief ExecutiveOfficer of Government Properties Trust, Inc., a Nebraska corporation on behalfof said corporation.                       Notary Public         STATE OF NEBRASKA  )       )  ss.  COUNTY OF DOUGLAS  )     
     The foregoing instrument was acknowledged before me, a Notary Public, this28th day of April, 2004, by Daniel M. Shultz, Vice President of First NationalBank of Omaha, a national banking association, on behalf of said association.                 Notary Public
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